SEC Form 4 · accession 0001408408-17-000032
Avid Bioservices, Inc. · CDMO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Kenneth Bryan Dart
10% Owner
Eastern Capital LTD
10% Owner
Portfolio Services Ltd.
10% Owner
Period of report
Sep 11, 2017
Accepted (ET)
Sep 29, 2017 · 5:16 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000704562
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | holding | — | — | — | 3,777,183 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 10.5% Series E Convertible Preferred StockF1,F2 | — | holding | — | — | — | — | — | Common Stock | 523,810 | 440,000 | D |
Explanation of responses
- F1Each share of Series E Preferred Stock is convertible at any time at the option of the Reporting Persons into the number of whole shares of the Issuer's common stock which is equal to $25.00 per share, plus accrued and unpaid dividends, divided by a conversion price of $21.00. In the event of a change of control (as further described in the certificate of designation of rights and preferences for the Series E Preferred Stock, or Certificate of Designations, filed as Exhibit 3.11 to the Company's Form 8-A filed with the US Securities Exchange Commission on February 12, 2014), the holders of Series E Preferred Stock will be limited to a maximum number of shares of the Issuer's common stock or other applicable consideration equal to 29 (the "Share Cap") multiplied by the number of shares of Series E Preferred Stock converted.
- F2The Series E Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption, and will remain outstanding indefinitely unless the Issuer repurchases, redeems or converts it into the Issuer's common stock in connection with a Change of Control or a Market Trigger (as defined in the Issuer's Prospectus as filed with the US Securities Exchange Commission on February 12, 2014), or unless the Reporting Persons choose to convert the Series E Preferred Stock into the Issuer's common stock.
Remarks
Eastern Capital Limited is an investment entity that owns the securities reported on this Form 4. Portfolio Services Ltd. is a holding company which owns all of the outstanding stock of Eastern Capital Limited. Kenneth B. Dart is the beneficial owner of all of the outstanding stock of Portfolio Services Ltd.